Qegd. Ofi~.;e X ij!orrts : 18th KM Stone, Delhi Moradabad Road, NH-24, Vill. Amhera, P. 0. Chaudherpur, Distt. Amroha - 244 102 U.P.

CIN: L17113UP1979PLC004804 Tel:0591- 2223008,222301 8,6452322 Fax : 0591 -2223009

H. 0. 8. Mailing Address : 430, Civil 1 ines, Kanth Road, Moradabad - 244001 U.P. (India) Mob. : 9837007288

E-mail : info@prakashwoollen.com Website: www.prakashwoollen.com

Date: 31St March 2014

To, Mr. Daya Kishan Gupta DIN: 00337569 Bilari Garden, Kanth Road, Prakash Lane, Civil Lines, Moradabad-244001(U.P.) India.

Sub: Appointment as Whole Time Director of the Company

Dear Sir,

We are pleased to inform you that you have been appointed as Whole Time Director of the Company for a period of five years with effect from 1st April, 2014 upto 31St March 2019 in the Meeting of the Board of Directors held on 31St March, 2014, subject to the approval of shareholders on a Monthly remuneration of Rs. 2,50,000/- Per Month (whether by way of salary or perquisites or any other means, but excluding retirement benefits like Provident Fund, Superannuation fund, Gratuity Fund or leave encashment etc.).

Please arrange to sign an enclosed copy of this appointment letter to confirm your acceptance of the same.

FOR PRAKASH WOOLLEN MILLS LIMITED

Vijay Kumar Gupta Whole Time Director & CFO DIN: 00335325 Address: 3, Prakash Lane, Kanth Road, Civil Lines, Moradabad-244001(U.P.) India.

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Branch Oftice : 4, Baha Gangapuri Road Opp. Panipat Gas Agency, Panipat - 132 103 Tel : 01 80-400791 2

P.egd. Cr-ice \!!'orics : 18th KM Stone, Delhi Moradabad Road, NH-24, Vill. Amhera, P. 0. Chaudherpur, Distt. Amroha - 244 102 U.P.

CIN: L17113UP1979PLC004804 Tel:0591- 2223008,222301 8,6452322 Fax : 0591 -2223009

H. 0. & Mail~ng Address :

430, Civil 1 ines, Kanth Road, Moradabad - 244001 U.P. (India) Mob. : 9837007288 E-mail : info@prakashwoollen.com Website: www.prakashwoollen.com

Date: 31St March 2014

Mr. Ved Prakash Gupta DIN: 00434369 24/A1, Khandak, Near Shiv Mandir, Meerut-250002 (U.P.) India.

Sub: Appointment as Whole Time Director of the Company

Dear Sir,

We are pleased to inform you that you have been appointed as Whole Time Director of the Company for a period of five years with effect from 1st April, 2014 upto 31St March 2019 in the Meeting of the Board of Directors held on 31St March, 2014, subject to the approval of shareholders on a Monthly remuneration of Rs. 2,50,000/- Per Month (whether by way of salary or perquisites or any other means, but excluding retirement benefits like Provident Fund, Superannuation fund, Gratuity Fund or leave encashment etc.).

FOR PRAKASH WOOLLEN MILLS LIMITED

Vijay Kumar Gupta Whole Time Director & CFO DIN: 00335325 Address: 3, Prakash Lane, Kanth Road, Civil Lines, Moradabad-244001(U.P.) India.

Rcgd Ofhce & Works :

18th KM Stone, Delhi hloradabad Road, NH-24, Vill. Amhera, P. 0. Chaudherpur, Distt. Arnroha - 244 102 U.P. ClN; L17113UP1979PLC004804 Tel:0591- 2223008,2223018,6452322 Fax , 0591-2223009

H. 0. & Mailing Address :

430, Civil 1 ines, Kanth Road, Moradabad - 244001 U.P. (India) Mob. : 9837007288 E-mail : info@prakasliwoollen.com . Website: www.prakashwoollen.com

30th May, 2015

To, Ms. Sushma Pandey 600 Dh, Civil Lines Purvi, Moradabad-244001(U.P.) India.

Dear Ma'am,

Re: Letter of Appointment of Independent Director

We are pleased to advise you that at the Board Meeting held on 30th May 2015, Board of Directors have approved your appointment as an Independent Director of the Company pursuant to the provision of

1. Clause 49 of the Listing agreement, as amended from time to time (Listing Agreement) and;

. . 11. Articles of Association of the Company.

A. Preliminary

Your appointment is subject to the following:

1. During your tenure as an Independent Director, you will have to submit a declaration at the beginning of every Financial Year under Section 149 (7) of the Companies Act, 2013("ActU) stating that you meet the criteria of Independence.

2. So long as you are an Independent Director of the Company, the number of companies in which you hold office as a Director or a chairman or committee member will not exceed the limit stipulated under the Act and the Listing Agreement.

3. So long as you are an Independent Director of the Company, you will ensure that you do not get disqualified to act as a Director pursuant to the provisions of Section 164 of the Act.

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Branch Ofice : 4, Baba Gangapuri Road Opp. Panipat Gas Agency, Panipat - 132 103 Tel : 01 80-400791 2

PRAKASH WOOLLEN MILLS LIMITED

T e r n oZ conditions of )Ippointment of ~ndependent Director(s)

4. You will ensure compliance with other provisions of the Act and the listing Agreement as applicable to you as an Independent Director.

B. Time Commitment

Considering the nature of role of director, it is difficult for a Company to lay down specific parameters on time commitment. You agree to devote such time to the affairs of the Company as is required for discharging your duties & responsibilities as an Independent Director.

C. Code of Conduct and Duties and Responsibilities

1. PROFESSIONAL CONDUCT

As an Independent Director of the Company, you shall:

vi.

vii. viii.

ix.

uphold ethical standards of integrity and probity; act objectively and constructively while exercising his duties; exercise his responsibilities in a bona j d e manner in the interest of the company; devote sufficient time and attention to his professional obligations for informed and balanced decision making; not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making; not abuse his position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person; refrain from any action that would lead to loss of his independence; ensure that if circumstances arise under which you may lose your independence, you will immediately inform the Board accordingly; assist the company in implementing the best corporate governance practices.

PRAKASH WOOLLEN MILLS LIMITED

Terns oZ Conditions of Appointment o f ~ndependent ~irector(s)

2. ROLE & FUNCTION

As an Independent Director, you shall:

vi. vii.

viii.

help in bringing an independent judgment to bear on the Board's deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct; bring an objective view in the evaluation of the performance of board and management;

scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance; satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible; safeguard the interests of all stakeholders, particularly the minority shareholders; balance the conflicting interest of the stakeholders; determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management; moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder's interest.

3. DUTIES

As an Independent Director, you shall:

i. undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;

ii. seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;

iii. strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;

iv. participate constructively and actively in the committees of the Board in which they are chairpersons or members;

v. strive to attend the general meetings of the company;

PRAKASH WOOLLEN MILLS LIMITED

Terms oZ Conditions of Jppointment of ~ndependmt ~irector(s)

vi.

vii.

. . . v111.

ix.

xi.

xii.

xiii.

where they have concerns about the running of the company or a proposed Action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;

keep themselves well informed about the company and the external environment in which it operates;

not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board; pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company; ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use; report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy; acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees; not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

4. MANNER OF APPOINTMENT

i. Appointment process of independent directors shall be independent of the company management; while selecting independent directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.

ii. The appointment of independent director(s) of the company shall be approved at the meeting of the shareholders.

iii. The explanatory statement attached to the notice of the meeting for approving the appointment of independent director shall include a statement that in the opinion of the Board, the independent director proposed to be appointed fulfils the conditions specified in the Act and the rules made there under and that the proposed director is independent of the management.

PRAKASH WOOLLEN MILLS LIMITED

Terms & Con At ions of Appointment of ~ndependent ~irector(s)

iv. The appointment of independent directors shall be formalised through a letter of appointment, which shall set out : (a) the term of appointment; (b) the expectation of the Board from the appointed director; the Board- level comrnittee(s) in which the director is expected to serve and its tasks; (c) the fiduciary duties that come with such an appointment along with accompanying liabilities; (d) provision for Directors and Officers (D and 0 ) insurance, if any; (e) the Code of Business Ethics that the company expects its directors and employees to follow; (f) the list of actions that a director should not do while functioning as such in the company; and (g) the remuneration, mentioning periodic fees, reimbursement of expenses for participation in the Boards and other meetings and profit related commission, if any.

v. The terms and conditions of appointment of independent directors shall be open for inspection at the registered office of the company by any member during normal business hours.

vi. The terms and conditions of appointment of independent directors shall also be posted on the company's website.

5. RE-APPOINTMENT

The re-appointment of independent director shall be on the basis of report of performance evaluation.

6. RESIGNATION OR REMOVAL

i. The resignation or removal of an independent director shall be in the same manner as is provided in sections 168 and 169 of the Act.

ii. An independent director who resigns or is removed from the Board of the company shall be replaced by a new independent director within a period of not more than one hundred and eighty days from the date of such resignation or removal, as the case may be.

iii. Where the company fulfils the requirement of independent directors in its Board even without filling the vacancy created by such resignation or removal, as the case may be, the requirement of replacement by a new independent director shall not apply.

PRAKASH WOOLLEN MILLS LIMITED

T e r m oZ Conditions of Appointment of ~ndependent ~irector(s)

7. SEPARATE MEETINGS

i. The independent directors of the company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management;

ii. All the independent directors of the company shall strive to be present at such meeting;

iii. The meeting shall: (a) review the performance of non-independent directors and the Board

as a whole; (b) review the performance of the Chairperson of the company, taking

into account the views of executive directors and non-executive directors;

(c) assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

8. EVALUATION MECHANISM

i. The performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

. . 11. On the basis of the report of performance evaluation, it shall be

determined whether to extend or continue the term of appointment of the independent director.

D. Remuneration

1. Your annual remuneration will be as under:

(a) sitting fees for attending each meeting of the Board and its Committees as may be determined by the Board from time to time, and

(b) Commission that may be determined by the Board payable at the end of each financial year will be based on the performance of the Company and your performance evaluated by the Board of Directors.

2. You will be entitled to reimbursement of expenses incurred by you in connection with attending the Board meetings, Board Committee meetings, general meetings and in relation to the business of the Company towards hotel accommodation, travelling and other out-of- pocket expenses.

PRAKASH WOOLLEN MILLS LIMITED

T e r n oZ Con&tions of Appointment of Independent ~irectorjs)

E. Training

You will be entitled to the benefit of a training program to familiarize yourself with the business and affairs of the Company, growth plans, the peculiarities of the industry in which the Company operates its goals and expectations and long term plans and objectives.

F. Directors & Officers (D&O) Insurance

Presently, the Company has no D&O liability insurance policy. However, if the Company takes such a policy then a copy of the same will be supplied to you on request.

Please confirm your acceptance by signing, dating, and returning a copy of this letter to the Company.

For Prakash Woollen Mills Limited

Vijay Kumar Gupta CFO & Whole Time Director DIN: 00335325 Address: 3, Prakash Lane, Bilari House, Civil Lines, Kanth Road, Moradabad- 244001

AGREE AND ACCEPT

I have read & understood the terms of my appointment as an Independent Director of the Company and I hereby affirm my acceptance to the same.

Sushma Pandey DIN: 07022749 Date: 30.05.2015